The Pretty Exception
by Ithinkwereamatch
Summary: Regina is a strict but respected teacher and the local high school. Emma is the new kid in town. What is it about Emma that has shaken up Regina. What is Regina hiding? And why? Eventual SwanQueen
1. Run from it, or learn from it

**A/N: This is AU. There is no magic, no fairy tales. Set in NY and Maine**

** Trigger warning of child abuse. Rating will probably change in later chapters. **

** I hope you enjoy! **

"It isn't like you haven't had all summer to prepare." Kathryn reminded her friend whilst flicking through a worn copy of Sylvia Plath's 'Crossing the Water', "Why are you suddenly so nervous about a new school year?"

"I am not nervous" Regina retorted back quickly, "I am just annoyed that I don't have any of my class lessons planned out and school starts tomorrow." Regina didn't bother to look up from the laptop she was typing on as she spoke, but quickly added "and that it's all your fault."

"What? How? I don't think so," Kathryn huffed back at Regina.

"You talked me into spending the summer in New York with you, what did you call it? Reliving our glory days?"

Kathryn looked up at her friend and smiled thinking about the events of the past few weeks. Kathryn had indeed talked Regina into spending the summer in New York with her in her father's apartment whilst he was away on business. It was something they had often done as teenagers. Kathryn's dad was CEO of Midas Touch, which was a very successful gold trading company, and because of that Kathryn and Regina were practically New York royalty. The two of them would walk into any boutique, bar or club they wanted and be treated like princesses, they basically had people kneeling at their feet. To look at, both girls couldn't be more different. Kathryn with her long blonde hair and light blues eyes and Regina with her nearly black but equally as long locks and chocolate colored eyes; alone each girl was a bomb shell, but put the two of them together and they quickly become New York's 'it' girls. This of course got them in a whole lot of trouble and when they were fifteen both girls were sent to a boarding school in Maine where they completed high school and were forced to sober up and quit the partying. Now 32 years old, both woman, sporting shorter hairstyles and longer skirts, have settled down quite a lot. Regina now a leading teacher at a local high school, Kathryn working for her dad, and both women happily residing in a small town in Maine, away from the party scene of New York. That is, until now, when Regina had begrudgingly agreed to spend the summer with Kathryn in New York and although wouldn't admit it to her best friend, had surprised herself by enjoying spending time reading by her old favourite apple tree in central park and trying different ciders at new pop up bars in the village. The fact that she hadn't got any work done was mostly her own fault, but she wouldn't admit that to Kathryn.

Regina finally lifted her gaze from her screen to see what her friend had to say about the accusation.

"Please, you are Regina Mills, as if anyone could talk you into anything you didn't want to do." Regina stared at Kathryn but didn't crack a smile. "And besides, you're the best teacher at that school, you can walk in on a whim and have the students enthralled by your every word, and you know it."

Regina looked back at her screen and continued typing away at her lesson plans. But it was too late; Kathryn had already spotted the tiniest of smiles forming across her best friends lips. And that made Kathryn smile too.

* * *

That evening Kathryn cooked dinner for the two of them despite the fact that they were in Regina's home. She wasn't as talented a cook as Regina was, but could cook up a basic stir-fry without too much trouble and could pour one hell of a glass of red wine. Regina appreciated the offer to cook from Kathryn as it gave her some time to finish up the lesson plans, give her obscenely large home a quick tidy and organize an outfit for tomorrow. Regina had always been grateful that her parents had left her enough money to buy such a beautiful property, but the sheer size of it was sometimes just a painful reminder that she had no one there to share it with, so she was always grateful for the company.

With enough badgering for Kathryn, Regina finally gave up her chores to come sit down at the round, four-person dining table, and enjoy her dinner with Kathryn.

"So you had eight weeks in New York and I didn't see you so much as flirt with another human being." Kathryn declared to Regina after a sip of her wine.

"Excuse me?"

"You do know that that is the whole point of a holiday don't you? To flirt with, and possibly even kiss, random strangers."

"No, I did not know that" Regina struggled to maintain composure; she would not let her friend win by making her blush. "I thought it was to relax and sight see and enjoy a change of pace."

"Well, it isn't" Kathryn responded in her carefree nature "It is to shake things up and let loose."

"Well if you had of told me that, I definitely would NOT have gone." Regina smirked back to her friend.

"Seriously Regina, you need to start meeting some new people, you need to get passed Daniel, it has been years."

Regina looked up from her plate and glared at her friend. She waited several moments for her heart rate to drop before saying softly "I know. I am passed Daniel."

"Well let's hope there are some new hot teachers this year" Kathryn joked, regretting mentioning Regina's past love and now desperately trying to lighten the mood.

Regina sensing the change in mood decided to play along. "Yeah some really hot science teacher who spends their weekends on archeological digs."

"Or a deep and meaningful literature professor who would write you poetry" Kathryn playfully suggested.

"Or the sports coach!" They both said in unison, before collapsing into matching fits of laughter at the dinner table.

* * *

The next morning Regina woke at 6am, showered and slipped into a far too expensive raspberry coloured, open front, Gucci dress. She meticulously styled and hair and applied her make-up and once she was certain she looked perfect she went downstairs and cut up an apple which she then mixed with yogurt and blueberries for breakfast. Once Regina had gathered her books and briefcase she locked up her house, walked down towards her Mercedes and drove the 20-minute drive to school. Regina felt relieved to be working again, she appreciated time of work as much as anyone, but was easily bored, and needed the stimulation of a challenging workday in her life. As she walked through the school she was greeted by almost everyone. Although she was strict and expected a lot from both students and other staff, she had a gentleness about her that drew most people towards her. Although everyone knew that you did not want to be on Ms. Mills bad side.

Regina entered her own classroom, and all of her students were already seated. Everyone knew that the number one rule in Ms. Mills' class was to be punctual. If you were going to show up late, you may as well not show up at all. "Welcome to the new school year," Regina greeted her class, "I think by now we all know each other, I don't see any new faces, so why don't we just jump straight into it. Now I assume that you all read Macbeth over summer and have familiarized yourself with the dangerous path that an obsession with power can lead you down…" Regina watched at some students nodded (the ones who have read the play, she thought) and other kids went slightly crimson in the cheeks or just looked down at their desks (the ones who did not read the play, was her other thought) Regina continued on, "and if you have not read the play I highly recommend you do so, as I will be expecting everyone contributing to this class." Before Regina could continue with her well prepared speech on how she would not accept any form of laziness in her class, there was a knock on the door as a young blonde girl pushed the door open ever so slightly to squeeze her way in. The girl just stood in the doorway for a moment, and Regina was taken a back by her appearance. Although strikingly beautiful with long blonde her and haunting green eyes, the girl looked dangerously underweight, in dirty clothes, and had a very fresh cut on her face under the right eye. Not the kind of kid Regina was used to seeing around school.

The blonde girl seemed to be standing in shock, and Regina wasn't sure why, so she decided she would speak first.

"You're new to the school?" Regina asked, giving nothing away in her voice.

"Hi" the girl meekly spoke after a moment of silence.

"How would you like to have a seat up the front?" Regina offered the girl, pointing to a spare seat right by her.

Emma didn't speak, but moved across the room and took her seat.

"What is your name dear?" Regina asked, preparing to write it down on her roll.

"Swan" the girl replied, looking up to meet her teachers eyes. "Emma Swan."

And the class watched in stunned silence as Regina dropped her clipboard and pen to the floor and stared at the girl, mouth open, as if she was a ghost.


	2. Tomorrow's memories

Regina fumbled around on the floor trying to pick up her pen, which keep slipping out of her reach and she cursed under her breath for losing her composure in the first ten minutes of her first class for the year. _She would never get the students to listen to her now,_ she thought dramatically. Somehow she managed to pick up her pen and her clipboard, quickly jot down Emma's name and then smooth out her dress. She could see the students begin to snicker at her (or at least she felt in her mind they were) so she barked orders at them to get out their copies of the play as they had already wasted too much time. She picked up her own copy and opened it up to the beginning before looking across at the room and noticing Emma staring coyly down at her desk.

"Ms. Swan" Regina asked, sounding more agitated than she had meant to, "do you have a copy of the play?"

"No" Emma responded, her cheeks turning pink.

"Very well, you can just listen for today, but you will need one for tomorrow." Regina could tell by the colour deepening in the girls cheek that there was no way she was going to be able to get her hands on a copy of the play. Regina made herself a mental note to tell the girl she could borrow one from the library. Regina then assigned characters from the play to her students and had them read out the first act of Macbeth. She didn't know whether she wanted to cringe or laugh as the seventeen year olds butchered a Shakespearean classic, and of course she did neither. Midway through the act she noticed that Emma's cut on her face had started bleeding and without interrupting the other students who were reading the play, she quietly knelt down besides the girls desk. "Ms. Swan", she whispered to the girl, "your cut is bleeding, I think you should go see the nurse and having it tended to before it get infected."

Emma nodded and without a word slowly creeped outside of the classroom, leaving her bag by her desk. Regina's lesson continued on without too much excitement, her students becoming overly excited about the role of Lady Macbeth, but for some reason that always happened. Ten minutes later Emma Swan, as quiet as a mouse, returned to the classroom, slunk into her seat, holding a piece tissue paper to her still bleeding wound. Regina sighed, "Ms. Swan, see me after class please."

The class seemed to drag on after that, but finally the bell went and once given permission the students filed out. There was never any rush or hurry to get out of Ms. Mills class, her students knew she would never allow that kind of uncivilized behavior. Regina hadn't noticed their good behavior today though, as she was staring at Emma Swan. Regina thought to herself that she had never seen a student make having to stay back after class look as awkward and uncomfortable and Emma was making it look right now. The girl stood by her desk, staring at the ground, hand playing with her long blonde hair in a nervous fashion.

"Ms. Swan, what happened in the nurses office?" Regina asked casually whilst packing up her things.

"Oh, um, there wasn't anyone there, so I just kind of, got a tissue and stopped it bleeding, sorry, I didn't mean to bleed in class, I mean miss class, I mean…" the girl was stuttering and Regina could tell she was nervous about getting in trouble, she just wasn't sure why.

"Ms. Swan, come with me, we will get you cleaned up."

Emma picked up her backpack and nervously trailed behind Regina as they walked to the nurse's office. Emma had been right; the nurse was indeed out sick today. Regina scoffed at the irony, and Emma almost smiled.

"Sit." Regina commanded pointing to the bed in the office, before pulling a key out of her pocket, opening up the first aid cupboard and pulling out some antiseptic ointment and band aids.

"Thanks, you don't have to, I mean you're not the nurse, It's pretty much stopped bleeding, I'm fine" Emma mumbled to her teacher.

Regina ignored her, put on a pair of rubber gloves and started cleaning the wound.

"What are you saying Ms. Swan? You don't trust me to tend to your wound; you think that tissue paper would do a better job than me?" Regina asked facetious. "I assure you, my medical training qualifies me to put on a Band-Aid."

"Oh no, I didn't mean, I wasn't, I just meant you probably have more important things to do."

Regina very gently put antiseptic on the wound and covered it with a Band-Aid. Regina's index finger gently grazed across the Band-Aid ensuring it would stay in place, and then moved its way down the girls' cheek and rested under her chin, before lifting the girls' head, so that she was forced to look Regina in the eye. "I assure you my dear," Regina said earnestly. "Nothing is more important to me than the well-being of my students. Now do you want to tell me how you got that cut in the first place?"

Emma's face dropped, and Regina noticed instantly. "Oh I don't remember, a cat I think" Emma lied before practically flying of the bed, grabbing her backpack and running out the door, whilst simultaneously yelling "oh and thanks" to her teacher.

Regina didn't get a chance to tell the girl she could borrow Macbeth from the library.

* * *

As soon as Regina found a spare moment in her over scheduled day she went to see the school principal Mr. Gold. Mr. Gold was the kind of principal that didn't really like kids or teaching or teachers, but managed to run a good school on a good budget with little complaints. Most people were just a little bit afraid of him, they didn't quite understand if his many threats were playful or serious. Regina, of course, was not one of those people.

"Mr. Gold" Regina says, forcing the middle aged man to look up from his paperwork.

"Ms. Mills. I hear you've been playing nursemaid this morning. Here to give up your teaching position for a spot in the nurses station?"

"Not exactly." Regina made sure not to break eye contact, "I want to know why I have a new student and no one bothered to tell me about it before she came knocking at my door. My class in already full and I was unprepared for the interruption."

"Apologies Ms. Mill, I was unaware you were not informed." Gold said in a tone that wasn't even bothering to hide his lie. "However, I felt that if anyone can handle the troubled girl, it would be you."

"What do you mean troubled?"

"Well you see Ms. Mills, Ms. Swan was expelled from her last school for fighting, and has just recently been placed with a new foster home here in Maine. She has been through three schools already and countless foster homes. No one can control her."

The room became silently for a while as Regina absorbed this information.

"Very well, " Regina said standing up and walking out of the room, "but if anyone gets hurt, it's on you."

* * *

"But Kathryn, I really don't think you are hearing what I am saying" Regina scolded her best friend over the phone. "I am concerned there is some kind of abuse going on at home. She had no books, she is wafer thin, she had on this red leather jacket that was miles too big and filthy as though she wore it every day, a cut under her eye and she was very skittish talking to me."

"But Regina" Kathryn reasoned to her friend, phone in between her shoulder and cheek and she tried to finish her ironing, "all of that could mean anything. Ok she didn't have the books, it was her first day, she might not have had time to get them yet. She is too thin with dirty clothes on, that is because she is a teenger, surely you remember how grotty we were as teenagers.

"I highly doubt that..."

"She had a cut under her eye, yes it's bad but it could have been anything, she said it was her cat right? And what was the last one?"

"She seemed skittish." Regina repeated.

"Oh yeah, well that is because you can be as intimidating as fuck. She is probably scared of you. I was when I first met you."

"Kathryn!"

"What?"

"Ugh. You are being so exasperating tonight."

"Why? Because I am not agreeing with every word you say?"

"Yes."

"You're welcome. That is what I am here for."

"Well for her sake I hope you are right." Regina finally conceded.

"Me too." Kathryn said seriously, before saying goodnight and hanging up the phone.

Regina sat at her hand-crafted mahogany desk in her study and sighed. Could this Emma Swan be who Regina thought she was? Surely it was a mistake or a coincidence. Regina knew she had no choice. She would have to try and find out.


	3. But what is inside that counts

The next day Regina was prepared. When she walked into her classroom she knew all of her students would be sitting beautifully waiting for her, and when they were she asked them straight away to get their plays from their bags. They all began shuffling through their belongings searching for their plays whilst Emma looked frozen to her seat, clearly without a book to go searching for, just as Regina suspected she would. Without a word Regina walked up to Emma's desk and slid her copy onto it before heading over to her briefcase and pulling out a second copy. No one noticed the sly exchange, and Regina could see Emma perk up ever so slightly at being able to join in with the class. "We are up to Act I: Scene 2" Regina announced, we will be talking about King Duncan and honorable behavior. As Emma opened up her new copy of Macbeth she noticed a note immaculately written on the inside cover.

_ '__Emma,_

_Why do teachers always have so many copies of everything? It's pointless really, don't you think? I hope you enjoy this play; my favorite characters were always the witches, I hope you find them as enjoyable as I do. _

_Regina Mills.'_

Emma looked up at her teacher, who seemed to be looking anywhere but at her, and wondered if the averting was intentional.

"But what is honorable?" Regina asked the class. "And who do we owe it to be honorable to? Ourselves? Our families? Our friends? Our country? And what if the needs of these groups contradict each other? Where does ones duty lay then?" Before the debate could erupt, the bell went, Regina gave the nod of approval and the students started packing up their things and saying goodbye to their teacher. "Ms. Swan, a moment please," Regina spoke across a sea of students.

Emma packed her books into her bag but didn't stand up from her seat. Once all the other students had left Regina pulled a chair out from a desk and sat right next to Emma so that they were side by side. Emma's sigh caught in her throat when she realized their knees were practically touching. Regina swiveled her body slightly to the left so that she was in a position to be facing Emma and suddenly realized she was sitting way to close to the girl, but decided it would come across strange if she backed away now. Regina scolded herself for over thinking the situation and forced herself to talk to the girl who was clearly becoming uncomfortable in the silence. However, it wasn't Regina who spoke first.

"Um, thanks for the book, I was gonna get one just didn't yet." Emma was clearly embarrassed by the situation.

"You are very welcome Ms. Swan." Regina replied "I assumed you would have been too busy with it being your second day and all and I didn't want you falling behind in my class. It reflects poorly on me."

"Oh, ok, well um thanks."

"You already said that."

"Oh um, can I ask you something?"

"Of course"

"Why do you always call me Ms. Swan but you wrote 'Emma' in the book?"

"I call all my students by their surnames" Regina said seriously, and then smiled "why do you think it sounds pompous?" Regina knocked her shoulders with Emma's in a playful fashion, letting the girl know it was ok for her to be herself.

Emma actually laughed, and Regina couldn't help but notice how charming the girl was "No" Emma responded honestly "I just find it weird. No one has ever called me 'Ms. Swan' before."

"Well, now they have" Regina smiled.

The two sat in silence for a moment before Emma spoke again. "So, um, you asked me to stay back."

"Oh yes, I almost forgot" Regina admitted and then immediately felt foolish. "I wanted to check how your cut is, I brought another Band-Aid so we could change it. May I?" Regina asked the girl before reaching out to touch her face. Emma nodded and Regina very carefully removed the first Band-Aid. Regina inspected the wound, pulled a fresh Band-Aid from her jacket pocket and placed it across the cut. Emma wondered when her teacher had been thinking about her enough to go get her a Band-Aid. She hoped Ms. Mills hadn't seen her blush at the thought. But Regina had. Regina got up and put the rubbish in the bin, Emma got up as well assuming she was free to go. "Oh one more thing" Regina blocked the entrance so that Emma couldn't leave, and again noticed they were standing far to close to each other. "I wanted to check that you had everything you need for your other classes. You can't do the work without the books, you know."

"Oh," Emma looked down at the ground. "Not really, no."

"Have you tried the library?" Regina asked.

"Yes, they don't have anymore copies of the books I need."

"Hmmm, have you tried the library in town?" Regina suggested.

"Yes, but I cant get a library card because I don't have any ID."

"Will you parents go there with you?"

"Umm, no, not really." Emma looked down at her feet.

"Ok, I will go with you. Today after school."

"No, really, that's nice, but you don't have to, I mean, I will work it out, really."

"No arguments Ms. Swan. I have a meeting after school but can you meet me after that? My office, at 4.30pm."

"Um, ok sure, thanks."

"Can't have you falling behind, like I said, it reflects poorly on me." Regina smiled as she turned around and walked out of the classroom leaving Emma in her wake, both women wondering what had just happened and why they both felt a little bit strange about it.

* * *

Emma spent her lunch hour avoiding people's dirty looks and then practically slept her way through her afternoon classes. She felt strangely nervous about heading to the library with Ms. Mills later that afternoon. She didn't know why the teacher had taken an apparent shine to her, and it was her propensity to be mistrusting of people. When school ended at 3.30pm Emma headed to Ms. Mills office and found a spot on her couch to sit and read Macbeth. Meanwhile, Regina was in a meeting with some of Emma's other teachers to work out what they were going to do with her.

"She is awfully quiet" Mrs. Thompson, Emma's economics teacher complained, "She isn't even trying to make friends."

"She has been here two days and I don't think she has said a single word to anyone." Mr. Murphy chimed in. "And she has all those cuts and bruises, she must be getting into fights already".

"I've heard that no one wants her, no foster family will keep her because she is too much trouble, I don't know why we even let her in here."

Regina was growing impatient with what felt like idle gossip, and not any formulation of an actual plan on how to help Emma with her home life or studies. "Well she has spoken with me." Regina couldn't help herself, "and she is delightful in my class, and I have tended to her wounds and I assure you they are not from fighting." The other teachers looked at Regina with a slight reaction of shock, perhaps laced with a little bit of fear. Regina smiled at her coworkers, "If you would excuse me, I have a meeting with Ms. Swan now, we are going to discuss her studies and the best way for her to approach them. I recommend you put some thought into the same."

* * *

Regina was becoming increasingly angry as she walked down the halls of the school down to her office. '_Idiots, all of them'_, she thought _'they haven't even tried to get to know Emma' _by the time Regina got to her office she was in a terrible mood. She swung the door open and was shocked to see Emma on her couch. "Ms. Swan, what are you doing in my office?" Regina snapped at the girl, this time definitely sounding angrier than she had intended.

Emma jumped to her feet, "Oh sorry, I thought we were… sorry I got confused" Emma stuttered, whilst attempting a hurried exit out of her teacher's office. Regina grabbed Emma's wrist before she could leave, spinning the girl around. "No, Ms. Swan, we are meeting here now" Regina trying to make her voice as calming and reassuring as possible, "it is just that students do not normally sit in my office without permission, students normally wait outside."

"Oh sorry, I didn't know." Emma apologized, looking distressed and like she was ready to run. Regina knew she had fucked up by yelling at the girl, and desperately wanted to be able to make Emma feel safe again. Regina, still holding onto Emma's wrists ran her thumb slowly across the girl's veins and Emma's breathing seemed to calm down.

"Emma, I'm sorry" Regina looked the young girl in front of her, "I didn't mean to yell at you, will you accept my apology?"

"Yes." Emma answered, feeling somewhat unsure of what just transpired.

"Good, let me gather my things and we will go shall we."

Emma nodded her head in agreement.

* * *

If Regina hadn't already made Emma nervous with her expensive outfits and big words that Emma didn't understand, driving around with the woman in her pristine condition Mercedes sure did. Emma couldn't help but let out a 'Whoa' when she first saw the car and Regina had laughed and said that her dad had left it to her.

"Does that mean, he is, you know" Emma asked her teacher, before instantly feeling as though she had crossed a line.

"Yes, both my parents were killed in an accident when I was young" Regina shocked herself at her honesty.

"Oh sorry, that sucks."

Regina chuckled at the statement. "Yes, I suppose it does."

"I don't have parents either." Emma opened up to her teacher. "I mean I have them somewhere, but they gave me up when I was born".

Regina felt a pang of guilt in her stomach. "And do you like your foster family?" Regina asked.

Emma shrugged.

"I bet they like you." Regina offered.

"No, they don't." Emma stated dryly.

The rest of the car ride was painfully silent, as neither woman could think of something to say that didn't feel inappropriate.

Both women let out a sigh of relieve when they pulled up outside the town library.

"Ok, books!" Regina exclaimed, far too excitedly.

"Yay books." Emma returned sarcastically.

Regina scrunched up her face at Emma.

And both women laughed.


	4. The flower that blooms in adversity

Emma had been right, the bitchy librarian wouldn't issue Emma a library card, no matter how much Regina vouched for who she was. "She doesn't have a permanent address, she doesn't have parents, she doesn't have any ID, I simply can't let her take books out of here." Emma felt like she was dying of embarrassment as she listened to the librarian list all the reasons why she didn't belong. Emma of course, already knew all this, but knowing Ms. Mills was hearing it as well was just mortifying.

"It's ok, lets just go" Emma tugged at her teacher's sleeve.

"No we will not". Regina turned to Emma and then back to the librarian "This is just unacceptable, my taxes pay your wages you know, I want to speak to your boss. Now!"

Emma tugged at her teacher again, and when Regina turned to face her Emma mouthed the words 'please' and Regina might have been wrong but she thought she saw tears in the girls eyes. Regina was a woman who was used to getting what she wanted, but figured she shouldn't push this too far.

"Ok," Regina turned back around to the librarian "How about I sign up for the library card and the books go under my name?" Regina offered as a compromise, flashing her brightest, most insincere smile to the librarian.

"That is fine, but you would be responsible for the books. If this one takes of with them, they are your responsibility." The Liberian pointed at Emma and Regina instinctively stood in front of her.

"She won't. It is fine." Regina assured the librarian. "Where do I sign?"

* * *

Once Emma was piled up with books, her and Regina exited the library, Regina feeling triumphant, Emma feeling like crap. "So where is home?" Regina asked Emma.

"What?"

"Where do you live?"

"Oh, um, why?"

"So I know where to drop you." Regina answered with a slight chuckle at the girl's resistance.

"Oh, that's ok, I'll just walk."

"Not a chance. You are carrying half the library with you. And those books are my responsibility. So you can walk, but the books are definitely getting a lift." Regina tried to joke, but Emma seemed to stiffen up even more.

"Um ok, it's not that far though, 108 Dharma Street, I'll direct you."

"It's ok, I know the street" Regina replied unlocking her car and sliding into the drivers seat as Emma tossed her bag in the back and sat herself in the passengers seat.

Regina started the car and they headed north towards Emma's foster home.

"You know you didn't have to do that." Regina was shocked to her upset in Emma's voice."

"Do what Ms. Swan?"

"Get all these books for me. I would have been fine."

"I know. But you need the books, and I have the means to get them for you." Regina looked over at Emma who was staring out the window. "And besides, it really wasn't that difficult."

Emma didn't say anything else for the rest of the drive back to her house. Regina pulled up outside what appeared to be a standard, well kept, suburban home, and Emma muttered a quick thanks before opening the car door to escape. Regina once again grabbed the girl's wrist before she could flee. The girl looked back at her teacher and waited for her to speak.

"Emma" Regina said softly. Both women stared at each other for a moment before Regina closed her sentence of with a question "what's wrong?"

Emma yanked herself free of her Regina's grasp and stare and practically jumped out of the car.

"Nothing, thanks for the books, I'll see you tomorrow" and just like that, Emma was gone.

* * *

Emma couldn't believe what she had just done. Ms. Mills had done nothing but be perfectly nice and Emma had to screw it up by acting like a totally spaz. "Damn it" Emma muttered to herself as she let herself inside her house. "What is wrong with you?" She asked herself, knowing very well what the answer was.

Emma had moved to Maine only a week earlier. Before that she had been in a group home in Boston, before that she had been with a different foster family. Emma had been moved around from group homes and foster families for as long as she could remember, and had no idea how to react when someone was gentle with her.

"Where the hell have you been?" Emma's fosters father yelled at her as she walked into the kitchen.

"The library." Emma responded.

"Well we didn't know if you were coming home or not so we ate dinner without you."

"That's fine."

"Make yourself some toast or something but DO NOT make a mess."

"I am not hungry." Emma responded before turning on her heels and heading to her room.

* * *

One of the things that Emma did like about this foster family was that for the first time in her life she had her own room. Whilst the dad was an angry slob, he didn't hit her like other foster dad's had, and although they mostly ignored her and barely fed her, Emma still thought that this was probably the best foster family she had been in yet. The only real problem was their son Jordan. He was older than Emma, Emma guessed early 20's and was the one who gave Emma that cut on her eye when she had called him out for staring at her. He made Emma nervous, but she knew better than to complain. She just needed to be able to stay in this family until the school year finished and then she would turn 18, get her high school certificate and be able to make it on her own.

Emma through herself on her bed and looked around her. The room was scarce. There was the single bed she was lying on with its miserable grey bedding; some empty shelves; a set of draws that contained Emma's very few items of clothing and a desk with her newly borrowed books on it. The walls were white and bare. '_This room was specifically designed to depress people'_, Emma thought to herself, but she didn't mind, she had stayed in worse.

"Emma" Jordan walked into her room without knocking, "where were you? Everyone was pissed."

"I was at the library." Emma responded, quickly sitting up from her laying down position.

"I covered for you, told them not to get mad."

"Um, thanks"

"Yeah, so now you owe me."

"Fuck off Jordan." Emma now standing up, feeling somewhat brave knowing that Jordan's parents' were at home.

"Jesus, why you gotta be such a bitch?" Jordan mumbled whilst he turned around and walked out of Emma's room.

_'__I wonder if they will let me put a lock on the door'_ Emma thought to herself whilst making a mental note to ask.

* * *

A couple of weeks had passed and Regina noticed that Emma seemed to be both avoiding her and falling behind in her schoolwork. Regina waited until she had dismissed her class before calling out to Emma. "Ms. Swan, a word please."

Emma packed up her books but remained seated at the desk. Regina dragged a spare chair over to Emma's desk and sat by her, ensuring to keep some distance between the two.

"I see your cut has healed up nicely." Regina smiled to her student.

"Yeah, thanks."

"Ms. Swan, you still haven't handed me the Macbeth scene one questions that were due three days ago." A statement, and a question.

"Oh, yeah sorry, I will get them to you tomorrow." Emma stood up to leave.

"Ms. Swan, please sit." Emma of course complied. "It isn't just about the questions, I am worried about you. I've spoken to your other teachers and we all agree that..."

"You were talking about me?" Emma spat out, obviously offended at the thought.

Regina was taken aback. "Of course dear, don't be upset, we need to know how you are going in all of your classes and makes sure you are adjusting to your new life here ok."

Emma sighed, and looked slightly pissed off. Regina placed her hand over the girls before se had the chance to second-guess herself. "Emma," Regina continued, "It is because we all care about you."

"No they don't." Emma scoffed at the comment.

Regina squeezed Emma's hand, knowing that Emma was telling the truth, "Well I do."

"Why? You don't even know me."

"Well obviously because you're my student." Regina said honestly, wounding the young girls pride and prompting her to pull her hand out from under Regina's.

Regina reached out and reclaimed Emma's hand in her own, this time entwining their fingers. "And just because I do Emma. You are so bright, and kind and funny and beautiful and I am afraid that no one ever tells you any of that so you don't even know it."

Emma didn't even crack a smile, but squeezed her teacher's hand.

Regina spoke again "come see me tomorrow after school and we will go through the questions together and make sure you are caught up."

Emma nodded, and neither woman let go of the others hand until the bell sounded.


	5. Listen to me, the human world is a mess

**Thanks so much for the follows and reviews. They motivate me to keep going :)**

The next afternoon Emma was sitting crossed legged on the couch in her teacher's office whilst Regina was sitting legs crossed next to her. Together they were going through the homework questions and Emma seemed to have no trouble answering them.

"If you know the play so well," Regina asked, "why haven't you done the work on it yet?"

"Sorry" Emma muttered.

"No, you're not in trouble." Regina reassured the girl, "you are getting them done now which is good. I am just interested in why you haven't already done them when you are so capable."

"I've been busy" Emma answered. Regina looked at the girl, knowing from her other teachers that she hadn't been doing the work they assigned her either.

"With what?" Regina asked.

"Stuff" Emma answered with the same 'I want to tell you but I can't' look that Regina was starting to know so well.

"If you tell me what it is, maybe I could help?" Regina offered. Emma pondered the proposal. Perhaps her teacher could help her with what she was doing. But could she trust her? Emma decided perhaps she could.

"I am looking for my parents." Emma confessed. "My real parents"

* * *

"You can't know that she is the same girl?" Kathryn was exhausted from having this same conversation with Regina for the third time this week.

"But she is." Regina replied. "That name, it's unique. And she looks like her mother and I get this weird feeling when I am around her. I know she is the girl."

"You are probably giving yourself the weird feeling you know." Kathryn suggested.

"Maybe, but what do I do?" Regina asked. "She is looking for her birth parents. It has been a week since she told me and I promised I would help her."

"Well, you know you can't"

"Yeah, I know." Regina sighed.

"Maybe just try to stay away from her. Stick to normal teacher-student stuff ok?" Kathryn suggested to her friend.

"Ok, I guess you are right. I will try." Regina lied to her friend.

* * *

Regina was going to tell Emma the truth about what she knew, but she couldn't do it at school. She had asked Emma to come see her on Saturday afternoon, which she knew, was highly inappropriate but she justified by saying it was for the greater good of Emma.

Regina had spent the morning cooking chicken soup for the two of them and making homemade bread rolls. She had went out and picked fresh flowers for the kitchen and was refusing to think about why she was putting in so much effort and feeling so nervous. When Regina heard her doorbell ring she took off her apron, quickly checked her hair and went to let Emma in.

Emma was standing at Regina's front door looking smaller than usual next to the grandeur of Regina's house. Emma let out her standard mouse like 'Hi' and Regina welcomed her in. Emma took off her red leather jacket and Regina couldn't help but noticed how underweight the girl was in her skinny jeans and white tank top.

"Um, did you want to talk to me about school stuff?" Emma asked awkwardly standing in Regina's hall. Emma noticed the Regina was wearing what she assumed would have been a very expensive navy blue dress and was surprised to see that Regina dressed up even when she wasn't working. "So do you even own jeans?" Emma joked.

Regina laughed back, "Wouldn't you like to know", she answer with a wink, before blushing ever so slightly and quickly changing the subject. "No, I want to talk to you about something else." Regina lead the way into the dining hall. "Do you like soup? I made some fresh today."

"Oh, yeah, but you didn't have to, like I'm fine, you don't have to feed me or anything." Emma stuttered at her teacher.

"Please, take a seat Ms. Swan" Regina commanded warmly. Emma sat at the dining table and Regina served both of them a bowl of soup with a bread roll. Regina sat down across from the girl. "What sort of things do you normally eat at home?" Regina asked, now concerned that the girl wasn't being fed properly.

"Oh you know, whatever."

"Oh, yes. Whatever" Regina chuckled. Emma cracked a smile.

"My foster parents don't really cook, so whatever I make. Toast, baked beans, whatever I can sneak upstairs."

"Sneak?" Regina asked, raising an eyebrow

"Oh yeah, but it's fine. I've been to foster homes where I didn't eat for days. I eat everyday at this one so it's pretty good."

"It doesn't sound ideal." Regina commented

"No, but it's better than the streets, or my last foster family. And I'm nearly 18. And then I can do what I want."

Regina forced a smile "And what would that be Ms. Swan?"

"Well, like I said, I am going to find my birth parents and everything will be better then."

Regina reached across the table and placed her hand over Emma's. Emma felt a shiver down her spine at the contact. "Emma, darling. We need to talk."

* * *

**New York – 18 years ago**

Regina Mills was thirteen years old when her parents were both killed in a plane crash. Having no extended family, Regina went to live with her best friend Kathryn Nolan. The Nolan family and the Mills family had been close friends since long before the girls had been born, and were the closest thing to family that Regina had. The two girls quickly discovered that together, with Regina's inheritance and Kathryn's fathers money they could rule New York. Dressed always in the latest designer fashions, the two girls were snapped wherever they went. People feared and worshipped them. And in true New York style, the girls started partying every single night. Kathryn's dad was usually away on business, and although there were people hired to look after the girls, those people feared the two, knowing that one bad word from either girl would cost them their job. So Regina and Kathryn were free to do as they pleased.

Drinking all-night and sleeping all day only entertained the two for about a year, and when they were fourteen they started taking party drugs to entertain themselves and forget their lives. Becoming New York's hottest scenesters Regina and Kathryn were the girls would walk into the hottest nightclub; line up a rack of coke and snort it right there in plain view. No one dared question the girls.

That was until Mary Margaret came along.

Mary Margaret was the only other girl in New York with as much influence as Kathryn and Regina. Her family were just as much business royalty as the Nolan's and the Mills' and her beauty was just as fair. She was chased by paparazzi just as much as Regina and Kathryn were. And Regina and Kathryn hated that.

Mary Margaret was everything that the two girls weren't. Whereas Regina and Kathryn were snapped stumbling outside of a nightclub, Mary Margaret was snapped volunteering with the disadvantaged. And the two girls were getting sick of being told to be more like Mary Margaret.

It was summer in New York, Regina and Kathryn were fourteen years old and Mary Margaret was thirteen when Mary Margaret gave an interview to interview magazine in which she publicly denounced Regina and Kathryn, saying that they were not good role models, and that the way they were always drinking and taking drugs was disgusting. She said she would like to try and help the girls get back on track.

Kathryn and Regina were furious when they read the article. Together they came up with a plan for revenge. Together they would teach Mary Margaret a lesson. Together they would destroy Mary Margaret's happiness.


	6. If your heart is in your dreams

**A/N: Sorry for the long delay between chapters. Life got busy. I appreciate the reviews sooo much though 3**

* * *

It had been easy for Kathryn and Regina to get Mary Margaret into the nightclub. Kathryn had put on her best fake tears and called Mary Margaret asking for help. Regina was in trouble and they needed her to come save them immediately. As horrible as Regina was to Mary Margaret, the three of them knew, that if Regina needed anything, Mary Margaret would be first on the scene.

By the time Mary Margaret arrived Regina was fake crying in a bathroom stall.

"Regina, Regina it's me, please open the door."

Regina did.

"Mary Margaret, this is all your fault." Regina began with her lie. "Because of what you said about me, Daniel broke up with me. I have lost him forever because of you."

"Regina, I'm sorry but I didn't say those words. The interviewer twisted them all up. You know I wouldn't say anything bad about you." Regina looked at Kathryn who was standing in the doorway. Kathryn shook her head, neither woman believed Mary Margaret.

"Well Daniel is gone and I wish I was dead." Regina offered up her saddest brown eyes to Mary Margaret. "I don't know what to do."

"Come home with me." Mary Margaret offered. "You will be ok."

"No, I can't. I don't want to go home" Regina sulked. "Will you stay here with me for a little while, we can get a drink and talk and maybe dance?" Sensing Mary Margaret 's hesitation, Regina reached out her hand and tangled her fingers with Mary Margaret's "I just really need to be here with my friends right now."

Mary Margaret of course agreed.

* * *

Thirty minutes later the three girls were sitting in a booth at the bar, Mary Margaret was drinking her very first Gin and Tonic and the three girls were bitching about how pathetic boys were. Mary Margaret, a year younger than the other two, was doing her best to fit in. Affected by the alcohol Mary Margaret accepted an offer from the girls to dance and a couple more drinks later accepted an offer to dance from an older boy named David. Regina and Kathryn were shocked with how much fun Mary Margaret appeared to be having and the three of them, along with David, danced until the sun came out. Regina and Kathryn were even more shocked to get a call from Mary Margaret the next day wanting to do it all again. The three girls spend most of the next month partying and become friends. That was until Mary Margaret ended up pregnant.

The last Regina had heard Mary Margaret's dad had sent her to a rehab facility in Las Angeles, and forced her to give up her baby once it was born. The rumours spread like wildfire: That Mary Margaret hadn't wanted to give up the baby, her dad had made her; That he had to physically tear the baby out of her hands; That David had tried to see her but her parents wouldn't tell him where she was; That Mary Margaret's Father refused to give the baby their last name, so Mary Margaret named the child Emma Swan before she became a ward of the state.

**Maine – Present Day**

Regina reached across the table and placed her hand over Emma's. Emma felt a shiver down her spine at the contact. "Emma, darling. We need to talk." Regina could fell the girl freeze at the contact. She had planned to tell the girl the truth, she knew that she had to, and yet sitting there, looking into Emma's sad green eyes, Regina couldn't bear the thought of having the girl hate her. Regina's courage left her. "It is nearly impossible to find out information on a closed adoption." Regina stated flatly.

"I know" Emma responded, "but finding people is kind of what I do."

"Have you considered the consequences?" Regina asked, " what if the aren't who you hoped they would be?

"I know. But I have to know."

Regina squeezed Emma's hand. "Okay. I will do my best to help you then." Regina promised, her head spinning at the thought.

* * *

Regina stood up from her seat, and offered a hand out to Emma who took it and followed the brunette into her study. A few minutes later the two women were sitting side by side, a laptop resting half on each of them, trying to figure out the best ways to find Emma's parents. When Emma's hand collided with Regina's on the keyboard, she became breathless. She hoped her teacher hadn't noticed. Emma also hoped her teacher hadn't noticed her wondering eyes. Emma couldn't help herself. It was so hard to concentrate sitting this close to Regina. Every about the woman was so different to anything Emma had ever known. From her fitted outfits, to her manicured nails and goddamn she smelt nice, like apples and cinnamon. Like home. Emma realized she had to get out of there.

"Um, I better get home" she whispered to Regina

"Of course."

The two women sat in silence, eyes locked.

Regina closed the laptop and placed it beside her, before slowly reaching out to Emma and entwining their fingers together.

"We will sort all of this out, Emma."

Silence.

Emma gulped, unsure of what she was feeling and unable to speak.

"I just want you to know you aren't alone."

"Ok, thanks" Emma replied, squeezing the brunettes hand before letting go and standing up.

"Oh and Emma," Regina spoke as she walked the blonde to the door. "You have my number, feel free to text or call me anytime, about anything. Even if it's not about school."

"Okay. I will. Thanks. Oh and um, Ms Mills, I really appreciate, well everything."

"The pleasure is mine Ms Swan."


End file.
